SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Quarter Ended January 31, 2004
Commission File Number 0-12788
CASEYS GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
| IOWA | 42-0935283 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
ONE CONVENIENCE BOULEVARD, ANKENY, IOWA
(Address of principal executive offices)
50021
(Zip Code)
(515) 965-6100
(Registrants telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) YES x NO ¨
As of March 4, 2004, the registrant had outstanding 49,992,362 shares of Common Stock, no par value.
INDEX
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PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
CASEYS GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
| January 31, (Unaudited) |
April 30, 2003 | ||||
| ASSETS |
|||||
| Current assets: |
|||||
| Cash and cash equivalents |
$ | 46,219 | 40,544 | ||
| Receivables |
5,427 | 5,742 | |||
| Inventories |
72,976 | 65,259 | |||
| Prepaid expenses |
4,883 | 4,590 | |||
| Income tax receivable |
9,091 | 2,161 | |||
| Total current assets |
138,596 | 118,296 | |||
| Other assets |
1,035 | 808 | |||
| Property and equipment, net of accumulated depreciation January 31, 2004, $400,003 April 30, 2003, $368,123 |
676,710 | 657,643 | |||
| $ | 816,341 | 776,747 | |||
See notes to unaudited consolidated condensed financial statements.
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CASEYS GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Continued)
(Dollars in Thousands)
| January 31, 2004 (Unaudited) |
April 30, 2003 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
|||||
| Current liabilities: |
|||||
| Current maturities of long-term debt |
$ | 25,889 | 19,897 | ||
| Accounts payable |
73,535 | 64,880 | |||
| Accrued expenses |
28,701 | 32,561 | |||
| Total current liabilities |
128,125 | 117,338 | |||
| Long-term debt, net of current maturities |
147,490 | 162,394 | |||
| Deferred income taxes |
95,121 | 86,871 | |||
| Deferred compensation |
5,247 | 4,484 | |||
| Total liabilities |
375,983 | 371,087 | |||
| Shareholders equity |
|||||
| Preferred stock, no par value |
| | |||
| Common stock, no par value |
43,807 | 40,008 | |||
| Retained earnings |
396,551 | 365,652 | |||
| Total shareholders equity |
440,358 | 405,660 | |||
| $ | 816,341 | 776,747 | |||
See notes to unaudited consolidated condensed financial statements.
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CASEYS GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands, except per share amounts)
| Three Months Ended January 31, |
Nine Months Ended January 31, | |||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||
| Net sales |
$ | 544,951 | 511,948 | 1,765,266 | 1,610,925 | |||||
| Franchise revenue |
394 | 589 | 1,360 | 1,946 | ||||||
| 545,345 | 512,537 | 1,766,626 | 1,612,871 | |||||||
| Cost of goods sold |
449,292 | 413,020 | 1,438,466 | 1,294,535 | ||||||
| Operating expenses |
75,898 | 71,732 | 230,612 | 218,680 | ||||||
| Depreciation and amortization |
12,460 | 11,921 | 36,942 | 35,316 | ||||||
| Interest, net |
2,989 | 3,270 | 9,290 | 9,800 | ||||||
| 540,639 | 499,943 | 1,715,310 | 1,558,331 | |||||||
| Income before income taxes |
4,706 | 12,594 | 51,316 | 54,540 | ||||||
| Federal and state income taxes (benefit) |
(1,135 | ) | 4,685 | 15,878 | 20,289 | |||||
| Net income |
$ | 5,841 | 7,909 | 35,438 | 34,251 | |||||
| Earnings per common share |
||||||||||
| Basic |
$ | .12 | .16 | .71 | .69 | |||||
| Diluted |
$ | .12 | .16 | .71 | .69 | |||||
See notes to unaudited consolidated condensed financial statements.
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CASEYS GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
| Nine Months Ended January 31, |
|||||||
| 2004 |
2003 |
||||||
| Cash flows from operations: |
|||||||
| Net income |
$ | 35,438 | 34,251 | ||||
| Adjustments to reconcile net income to net cash provided by operations: |
|||||||
| Depreciation and amortization |
36,942 | 35,316 | |||||
| Loss on sale of property and equipment |
918 | 1,726 | |||||
| Deferred income taxes |
8,250 | 6,000 | |||||
| Changes in assets and liabilities: |
|||||||
| Receivables |
315 | 272 | |||||
| Inventories |
(7,717 | ) | (14,200 | ) | |||
| Prepaid expenses |
(293 | ) | (405 | ) | |||
| Accounts payable |
8,655 | (12,562 | ) | ||||
| Accrued expenses |
(3,860 | ) | 1,395 | ||||
| Income taxes |
(6,426 | ) | 8,347 | ||||
| Other, net |
539 | 110 | |||||
| Net cash provided by operations |
72,761 | 60,250 | |||||
| Cash flows from investing: |
|||||||
| Purchase of property and equipment |
(58,364 | ) | (49,809 | ) | |||
| Proceeds from sale of property and equipment |
2,820 | 1,015 | |||||
| Sale of investments |
| 10 | |||||
| Net cash used in investing activities |
(55,544 | ) | (48,784 | ) | |||
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CASEYS GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
(Dollars in Thousands)
| Nine Months Ended January 31, |
|||||||
| 2004 |
2003 |
||||||
| Cash flows from financing: |
|||||||
| Payments of long-term debt |
(10,108 | ) | (8,153 | ) | |||
| Net activity of short-term debt |
| (2,875 | ) | ||||
| Proceeds from exercise of stock options |
3,295 | 214 | |||||
| Payments of cash dividends |
(4,729 | ) | (3,722 | ) | |||
| Net cash used in financing activities |
(11,542 | ) | (14,536 | ) | |||
| Net increase (decrease) in cash and cash equivalents |
5,675 | (3,070 | ) | ||||
| Cash and cash equivalents at beginning of the year |
40,544 | 18,946 | |||||
| Cash and cash equivalents at end of the quarter |
$ | 46,219 | 15,876 | ||||
See notes to unaudited consolidated condensed financial statements.
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
| Nine Months Ended January 31, | |||||
| 2004 |
2003 | ||||
| Cash paid during the year for Interest, net of amount capitalized |
$ | 10,945 | 11,318 | ||
| Income taxes |
14,163 | 5,942 | |||
| Noncash investing and financing activities |
|||||
| Property and equipment acquired through installment purchases |
1,195 | 530 | |||
| Increase in common stock and increase in income taxes receivable due to tax benefits related to nonqualified stock options |
504 | 100 | |||
See notes to unaudited consolidated condensed financial statements.
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CASEYS GENERAL STORES, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Dollars in Thousands)
| 1. | The accompanying consolidated condensed financial statements include the accounts and transactions of the Company and its wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. |
| 2. | The accompanying consolidated condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these interim consolidated condensed financial statements be read in conjunction with the Companys most recent audited financial statements and notes thereto. In the opinion of management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of January 31, 2004, and the results of operations for the three and nine months ended January 31, 2004 and 2003, and changes in cash flows for the nine months ended January 31, 2004 and 2003. Certain reclassifications were made to balances for the prior year to conform to current year presentation. |
| 3. | The Company recognizes retail sales of gasoline, grocery and general merchandise, and prepared food at the time of the sale to the customer. Wholesale sales to franchisees are recognized at the time of delivery to the franchise location. Franchise fees, license fees to franchisees, and rent for franchise signage and facades are recognized monthly as earned. Other maintenance services and transportation charges are recognized at the time the service is provided. Vendor rebates are treated as a reduction in cost of sales and are recognized incrementally over the period covered by the applicable rebate agreement. |
| 4. | The Company accounts for environmental contamination costs in accordance with the Emerging Issues Task Force (EITF) Issue No. 90-8, Capitalization of Costs to Treat Environmental Contamination. EITF No. 90-8 allows these costs to be capitalized if the costs extend the life of the asset or if the costs mitigate or prevent environmental contamination that has yet to occur. The Company also offsets these capitalized costs by any refunds received under the reimbursement programs described under Managements Discussion and Analysis of Financial Condition and Results of Operations herein. |
| 5. | During the third quarter of fiscal 2004, the Company implemented a change in accounting principle from valuing retail gasoline inventories at the lower of cost or market utilizing the last-in, first-out (LIFO) method to valuing retail gasoline |
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| inventories at the lower of cost or market utilizing the first-in, first-out (FIFO) method. This change was adopted because the FIFO method better measures the current value of gasoline inventory, provides a more accurate reflection of the Companys financial position and more closely matches the actual costs and revenues associated with the sale of gasoline. The April 30, 2003 Consolidated Balance Sheet and the three months ended and the nine months ended January 31, 2003 Consolidated Statement of Operations and nine month ended Consolidated Statement of Cash Flows have been restated to apply the new method retroactively. |
Due to the change in accounting principle, inventory previously reported as of April 30, 2003 increased $2,250. The balance of retained earnings and taxes payable has also increased by $1,422 and $828, respectively, to reflect retroactive application of this new accounting method. Also, as a result of this change, the effect on the net income previously reported for the three months ended and the nine months ended January 31, 2003 is presented in the following table.
| Three Months Ended January 31, 2003 |
Nine Months Ended January 31, 2003 | ||||||||
| (Dollars in thousands except per share amounts) | As previously reported |
As restated for LIFO to FIFO |
As previously reported |
As restated for LIFO to FIFO | |||||
| Net income |
$ | 6,967 | 7,909 | 32,603 | 34,251 | ||||
| Earnings per common share |
|||||||||
| Basic |
$ | 0.14 | 0.16 | 0.66 | 0.69 | ||||
| Diluted |
$ | 0.14 | 0.16 | 0.66 | 0.69 | ||||
| Weighted average shares outstanding |
|||||||||
| Basic |
49,650,045 | 49,639,534 | |||||||
| Diluted |
49,744,468 | 49,731,502 | |||||||
| 6. | The Companys effective rate on a year to date basis is expected to be lowered to 35.6% from 36.5% in the prior quarter and 37.2% for the nine months ended January 31, 2003. The provision for the three months ended January 31, 2004 includes a favorable adjustment of approximately $400 due to the year to date effective rate change and one time tax benefits of approximately $2,500. Included in the one time benefit are approximately $200 of tax legislative changes, $1,100 adjusting prior estimated federal and state credits to actual, $500 of available credits and state tax benefits previously not taken, and $700 due to the resolution of tax exposure items. |
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| 7. | The Companys financial condition and results of operations are affected by a variety of factors and business influences, certain of which are described in the Cautionary Statement Relating to Forward-Looking Statements filed as Exhibit 99 to the Annual Report on Form 10-K for the fiscal year ended April 30, 2003. These interim consolidated condensed financial statements should be read in conjunction with that Cautionary Statement. |
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).
Overview
Caseys General Stores, Inc. (Caseys) and its wholly-owned subsidiaries (Caseys, together with its subsidiaries, are referred to herein as the Company), operate convenience stores under the name Caseys General Store in nine Midwestern states, primarily Iowa, Missouri and Illinois. All stores offer gasoline for sale on a self-serve basis and carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other non-food items. On January 31, 2004, there were a total of 1,359 Caseys General Stores in operation, of which 1,314 were owned by the Company and 45 stores were operated by franchisees. A typical store is generally not profitable for its first year of operation due to start-up costs and will usually attain representative levels of sales and profits during its third year of operation.
The Company derives its revenue from the retail sale of gasoline and the products offered in Company stores, and from the wholesale sale of certain grocery and general merchandise items and gasoline to franchised stores. The Company also generates a small amount of its revenues from the Companys franchisees.
Approximately 62% of all Caseys General Stores are located in areas with populations of fewer than 5,000 persons, while approximately 11% of all stores are located in communities with populations exceeding 20,000 persons. The Company operates a central warehouse, the Caseys Distribution Center, adjacent to its Corporate Headquarters facility in Ankeny, Iowa, through which it supplies grocery and general merchandise items to Company and franchised stores.
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Total gross profit was down 3.3% to $95.7 million for the quarter and up 3.4% to $327.1 million year to date. Gross profit was adversely affected by third quarter gas and cigarette margins. Rising gasoline costs and poor winter weather contributed to the gas margins, and cigarette sales and tobacco margins were impacted by changes in manufacturers wholesale programs and retail display allowances, as well as a continued shift to lower-price brands.
During the quarter the Company completed a comprehensive tax review resulting in an adjustment to income tax expense. The Companys effective rate on a year to date basis is expected to be lowered to 35.6% from 36.5% in the prior quarter and 37.2% for the nine months ended January 31, 2003. The provision for the three months ended January 31, 2004 includes a favorable adjustment of approximately $400 due to the year to date effective rate change and one time tax benefits of approximately $2,500. Included in the one time benefit are approximately $200 of tax legislative changes, $1,100 adjusting prior estimated federal and state credits to actual, $500 of available credits and state tax benefits previously not taken, and $700 due to the resolution of tax exposure items.
Three Months Ended January 31, 2004 Compared to Three Months Ended January 31, 2003 (Dollars and Amounts in Thousands)
Net sales for the third quarter of fiscal 2004 increased by $33,002 (6.4%) over the comparable period in fiscal 2003. Retail gasoline sales increased by $32,160 (10.3%) as the number of gallons sold increased by 8,627 (3.7%) while the average retail price per gallon increased 6.4%. During this same period, retail sales of grocery and general merchandise increased by $6,060 (3.2%) due to the addition of 39 new Company Stores during the current year and a greater number of stores in operation for at least three years.
Cost of goods sold as a percentage of net sales was 82.4% for the third quarter of fiscal 2004, compared to 80.7% for the comparable period in the prior year. The gross profit margins on retail gasoline sales decreased (to 6.4%) during the third quarter of fiscal 2004 from the third quarter of the prior year (8.9%) due to the gross profit margin per gallon decreasing (to $.0906) from the comparable period in the prior year ($.1187). The gross profits on retail sales of grocery and general merchandise increased (to 37.4%) from the comparable period in the prior year (36.9%), primarily due to the increase in sales and margins on specialty merchandise and new age drinks.
Operating expenses as a percentage of net sales were 13.9% for the third quarter of fiscal 2004 compared to 14% for the comparable period in the prior year. The decrease in operating expenses as a percentage of net sales was caused primarily by a increase in the average retail price per gallon of gasoline sold. Operating expenses increased 5.8% in
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the third quarter of 2004 from the comparable period in the prior year, primarily due to higher insurance costs, increased bank fees resulting from customers greater use of credit cards, and the larger number of corporate stores.
Income tax expense decreased $5,820 (124.2%). The decrease is primarily due to a reduction of pretax income, as well as a favorable adjustment of approximately $400 due to the year to date effective rate change and one time tax benefits of approximately $2,500 described in the overview section.
Net income decreased by $2,068 (26.1%). The decrease in net income was attributable primarily to the decrease in the gross profit margins on retail gasoline sales. Net income declined less than pretax income due to the offset by the income tax benefit recorded during the quarter.
Nine Months Ended January 31, 2004 Compared to Nine Months Ended January 31, 2003 (Dollars and Amounts in Thousands)
Net sales for the first nine months of fiscal 2004 increased by $154,341 (9.6%) over the comparable period in fiscal 2003. Retail gasoline sales increased by $144,266 (15.2%) as the number of gallons sold increased by 44,670 (6.3%) while the average retail price per gallon increased 8.4%. During this same period, retail sales of grocery and general merchandise increased by $23,207 (3.7%) due to the addition of 39 new Company stores and a greater number of stores in operation for at least three years.
Cost of goods sold as a percentage of net sales was 81.5% for the first nine months of fiscal 2004 compared to 80.4% for the comparable period in the prior year. This result occurred because the gross profit margins on retail gasoline sales decreased (to 7.1%) during the first nine months of fiscal 2004 from the comparable period in the prior year (8.3%) due to the gross profit margin per gallon decreasing (to $.1029) from the comparable period in the prior year ($.1115). The gross profits on retail sales of grocery and general merchandise increased (to 37.9%) from the comparable period in the prior year (37.3%), primarily due to the increase in the prepared foods margin (to 61.3%) from the comparable period in the prior year (59.8%).
Operating expenses as a percentage of net sales were 13.1% for the first nine months of fiscal 2004 compared to 13.6% for the comparable period in the prior year. The decrease in operating expenses as a percentage of net sales was caused primarily by a increase in the average retail price per gallon of gasoline sold. Operating expenses increased 5.5% in the first nine months of 2004 from the comparable period in the prior year, primarily due to higher insurance costs, increased bank fees resulting from customers greater use of credit cards, and the larger number of corporate stores.
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Income tax expense decreased $4,411 (21.7%). The decrease is primarily due to a favorable adjustment of approximately $400 due to the year to date effective rate change and one time tax benefits of approximately $2,500.
Net income increased by $1,187 (3.5%). The slight increase in net income was attributable primarily to the increase in the gross profit margins on retail sales of grocery and general merchandise and the decrease in income tax expense. However, most of this increase was offset by the decrease in the gross profit margins on retail gasoline sales.
Critical Accounting Policies
Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Companys financial condition and results of operations and require managements most difficult, subjective judgments, often because of the need to estimate the effects of inherently uncertain factors.
Inventory. Inventories are stated at the lower of cost or market. Gasoline inventories are valued using the first-in, first-out (FIFO) method